The case of Heirs of Paul Chevassus-Marche v Groupe Danone and Others (Case C-19/07) [2008], involved a determination on community laws relating to commercial agents. According to Article 7(2) of Council Directive (EEC) 86/653 (On the coordination of the laws of the member states relating to self-employed commercial agents) (“the Directive”):

“A commercial agent shall also be entitled to commission on transactions concluded during the period covered by the agency contract either where he was entrusted with a specific geographical area or group of customers… And where the transaction has been entered into with a customer belonging to that area or group…”.

Article 10 provides as follows:

“(1) The commission shall become due as soon as and to the extent that one of the following circumstances obtains:

(a) the principal has executed the transaction; or the principal should, according to his agreement with the third party, have executed the transaction; or…

(c) the third party has executed the transaction.

(2) The commission shall become due at the latest when the third party has executed his part of the transaction or should have done so if the principal had executed his part of the transaction, as he should have”.

In 1987, the first respondent in this case concluded an exclusive mandate with C. The applicants in this case were heirs to C’s estate. The exclusive mandate concerned the first respondent’s representation of C’s subsidiaries, namely the second and third respondents, in their dealings with the importers, wholesalers and retailers of their goods in a specific geographical area.

Before the termination of that contract, C requested payment of various sums. Such sums included commissions relating to purchases made by two companies established in his geographical area.

The requests for payment were refused on the ground that the purchases concerned had been made from central buying officers or dealers in metropolitan France, an area outside the control of the respondents, and without any action on C’s part.

C then brought an action concerning payment of commission.

The national court made a reference to the Court of Justice of the European Communities. The question concerned a request for a preliminary ruling on the interpretation of Article 7(2) of the Directive. The question referred by the national court was as to whether Article 7(2) of the directive was to be interpreted as meaning that:

“A commercial agent entrusted with a specific geographical area was entitled to commission where a commercial transaction between a third party and a customer belonging to that area had been concluded without any action, either direct or indirect, on the principal’s part”.

It was held as follows:

The court was of the opinion that

· Article 7(2) of the Directive had to be interpreted as meaning that a commercial agent entrusted with a specific geographical area did not have the right to a commission for transactions concluded by customers belonging to that area without any action, direct or indirect, on the part of the principal.

· Article 7(2) merely refers to any transactions concluded during the period covered by the agency contract. There is no requirement that those transactions had to be entered into with a customer belonging to a geographical area or a group of customers for whom the commercial agent was responsible.

· There is not an express requirement for action on the part of the principal, and there is no requirement for action on the part of the commercial agent.

· However, it should be noted that when considering Article 7(2) in conjunction with Article 10, the commercial agent’s right to commission arises either:

§ when the principal has (or should have) carried out his obligation; or

§ when the third party to the agency contract, namely, the customer, has (or should have) carried out his obligation.

· The presence of the principal in the transactions for which the commercial agent could claim commission was indispensable. It therefore followed that the commercial agent could claim commission. The commercial agent’s claim for commission could be made on the basis of a transaction only to the extent that the principal had acted, directly or indirectly, in the conclusion of that transaction.

· As a result, this meant that it was for the national court to establish:

“Whether or not the evidence before it, assessed in the light of the aim of protecting the commercial agent and of the obligation on the principal to act dutifully and in good faith, allowed it to establish the existence of such action, be that action of a legal nature”.

Transactions involving property can be quite complex and you might need a real estate lawyer to help you make sense from the transaction process and the details involved in the same. Legal transactions need to be managed carefully so that both property sellers and buyers get the best from the processes and this is what lawyers specializing in this field can help you with. They lawyers can handle a number of services on your behalf as far as the property transactions go whether they are individual house purchasing needs or commercial needs, residential developments to industrial developments.

Residential real estate lawyer

The buying or selling of a home is a very important process that ought to be handled in the most professional way possible. If you are buying, then you know that it is a huge investment on your part and there is need to ensure that everything works out smoothly from beginning to end and you get genuine transactions and deals in the end. As a seller, you also want to enjoy a smooth process dealing only with genuinely interested buyers to make the process seamless. A residential real estate lawyer can help both home sellers and buyers with properties such as new homes, resale homes and condominiums. Apart from such sales, a good lawyer can help you secure the refinancing that you need and mortgages for the property you are interested in.

Commercial real estate lawyer

Legal services are just as important to commercial real estate as they are to residential property. This type of lawyer can come through for lenders and tenants, landlords, buyers and sellers to offer the best solutions and choose the most appropriate process for the commercial transactions to take place. The lawyer can help you in a variety of areas as far as the commercial property goes including the following.

· Sales and purchases of the property where the lawyer ensures laws are followed and genuine buyers are hooked with genuine sellers or landlords with genuine tenants.

· Financing that is needed for the commercial property whether you are buying or selling so that you can get the best financial terms from your lender.

· Negotiations whether they are between you and the buyer or you and the seller or the landlord. Whatever the commercial process calls for, you can be sure that your lawyer will handle the negotiations professionally and within the law for you.

· A commercial real estate lawyer can also help with leases and subleases of commercial property and help you with lease review to ensure that the terms are reasonable and worthwhile.

· Title examinations can never be overlooked in any commercial real estate process and the lawyer will help you with title and lien searches so that you get deals that are indeed real and worth the efforts you are putting in.

· The lawyer can also help you create shared and joint ownerships to the commercial property under terms that are beneficial for both parties involved. When a lawyer is involved you know that you get a fair share of the ownership.

Conventional wisdom (and many lawyers) will tell you that, if you’re a business owner or manager, you will get yourself in trouble if you don’t have a good business lawyer. But when I hear this, I view this as somewhat of a negative statement, which frankly annoys me. I assume that smart business people do not want to be belittled and told that, they if they don’t have a lawyer, they will be too naive or inexperienced to avoid pitfalls.

Another way of saying this is that I personally hate doing anything to move away from something. I much prefer to make choices that allow me to move towards perceived advantages of my actions. So I address my clients accordingly.

So with this in mind I will rephrase the primary benefit of having a great lawyer by your side as follows: you will make more money. You should thus view a business lawyer as your partner who will help you make the choices that will improve your business and drive your bottom line upwards.

Now, if you are looking for a lawyer or are not happy with your present lawyer, how do you choose a great business lawyer. But first a definition. What is a business lawyer? I personally distinguish a business lawyer from a corporate or commercial lawyer. To me the business lawyer in the classic sense of the term denotes the classic lawyer-client relationship where the lawyer is more than someone who cranks out paper. I define the business lawyer as your quasi business partner or confidante. Someone you can confide it, who can solve your problems, understand you and help you grow.

Now Here are my TOP 10 TIPS to choosing a GREAT BUSINESS LAWYER, not in any order of importance.

10. Don’t assume you need a big blue chip firm. I come from several big blue chip law firms. They do great law and sometimes you need the “brand” or “label” of the big law firm next to you, for instance if you’re going public. But for more routine work, you don’t need such a firm. They are expensive and comprise many layers. So for you to deal with the top dog, you will be paying up to $1,000 per hour, or more. If your budget is one quarter of this, you will mostly be dealing with a junior associate who will not have the business experience you are looking for. It really depends on your needs, and your budget.

9. Don’t focus only on the billable hour rate. If you’re hesitating between someone who costs you $250 per hour and someone else at $350 per hour, don’t make your decision strictly on cost. What matters are two things: first what the final bill will be and, second, what value who will have received. The hourly rate is a red herring. What is the point of asking someone to do a job for you at $250 per hour if the person needs 40 hours for the job where the other lawyer at $350 per hour only needs 20 hours? Particularly if the other lawyer can do a better job for you. Billing policy is too much of a thorny and elaborate issue to address in a few lines. My point is simply that the hourly rate is not the be all and the end all.

8. Look for someone you would be happy to have a drink with. If your relationship with your business lawyer is going to be successful, you need to connect with him (her) on a personal basis. It is to your advantage to let your lawyer into your life as a quasi-friend. For this to happen there must be personal chemistry.

7. Look for business experience. If your business lawyer is going to advise you on your business, it is trite to say that having business experience is a must. Again it goes to the difference between dealing with a junior associate just out of school and someone who has real practical hands on business experience.

6. Look for someone open to a fixed fee arrangement. No one I know wants to retain a lawyer not knowing what the final bill will be. While this is often difficult for a lawyer to estimate, he (she) may be open to a flexible or fixed fee arrangement. And he (she) should be able to give you at least a good idea on the fees.

5. Look for a deal maker not a deal breaker. In any business deal, there can be dozens of reasons why the deal can’t work or why the agreement is not right. You don’t want a lawyer that throws unnecessary obstacles to making the deal work. It takes a practical approach. It is all about business risk and your lawyer should give you the pros and the cons and provide advice rather than blocking the deal.

4. Think of your business lawyer as your part-time VP legal. Some business lawyers are open to retainer arrangements where they will agree to act as your part-time VP legal at a lower cost than hiring a law firm. A lawyer could for instance offer to work a certain numbers of days per month for you at a fixed fee. It could save you money and help you grow your business with a smart person on the inside who gets to understand your business inside out.

3. Find someone with good business connections. Getting things done in this world often requires a good business network. Having access to this through your lawyer is invaluable.

2. Find a people person. If you want your lawyer to make things happen for you, he (she) will need to be someone who does not antagonize everyone around him (her). Having someone who relates well with other people can be a key to making something work.

1. Think bottom line. Lawyers cost money but I submit this should not be your first thought. What you should be thinking about is whether by spending say $1,000 your lawyer can help you generate $2,000. If so, the lawyer is not a cost. He (she) is a co-generator of a rate of return of 100%. If you think about it that way and your lawyer delivers, the cost will not be so bad to digest.

With these elements, you will be in a position to make the best decision for what works for you.